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HomeMy WebLinkAboutContract 50745 Q CITYSECRETARY CONTRACT N0._ RECEIVED MAY 16 2018 CITY OF FORT WORTH ADDENDUM TO QUOTE and TERMS and CONDITIONS CIiYSECRETARY BETWEEN THE CITY OF FORT WORTH AND ANRITSU COMPANY This Addendum to Quote and Terms and Conditions("Addendum")is entered into by and between the Anritsu Company, a California corporation ("Seller") and the City of Fort Worth ("City"),collectively the"parties",for a purchase of Land Mobile Radio Modulation Analyzer and Signal Generator. The Contract documents shall include the following: OFFICIAL RECORD 1. The Quote and Terms and Conditions;and CITY 81CRE'TARY 2. This Addendum. (F"T`.WORTH,TX Notwithstanding any language to the contrary in the attached Quote and Terms and Conditions (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the signing of the Agreement and shall expire one(1)year after signing the Agreement,unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for three (3) one-year renewals upon mutual written Agreement of the Parties, each a "Renewal Term."The Party requesting the renewal shall provide the other party with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 2. Termination. a. Convenience.Either City or Seller may terminate the Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail.The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Addendum to Purchase Agreement,Quote SQ7466.3 Page 1 of 4 Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder,Seller shall return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 3. Attorneys' Fees. Penalties. and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect 4. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller or any third party harmless from damages of any kind or character,City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable,City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility Addendum to Purchase Agreement,Quote SQ7466.3 Page 2 of 4 of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein,are prohibited by applicable law,conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 10. immigration Nationality Act. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility,employment verification, and nondiscrimination.Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform.such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of this provision by Seller. 11. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's signature provides written verification to City that Seller: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the Agreement. 12. Right to Audit. Seller agrees that City shall, until the expiration of three (3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during norirnal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of intended audits. (signature pagefollows) Addendum to Purchase Agreement,Quote SQ7466.3 Page 3 of 4 Executed this the&day of ,2018. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration r! (( of this contract,including ensuring all By: �/ 1k performance and reporting requirements. Name_Susan Alanis_ Title: Assistant City Manager Date: (s By: S— , ame: _Steve ttrkiffert Approval Recommended: Title: _Assistant Director,IT Solutions_ Approved as to Form and Legality: By: Name: _ Title: By: ame: J n B. Strong/ Attest: Title: Assistantslzy Attorney Contract Authorization: M&C: _N/A_ By: j.,Ia e: Mary Kaysere: City Secretary SELLE A R I T CO fes, By: Name`:' is Title: tVi &'qL)40'fo Date: OFFICIAL RECORD CITY 89CRITARY T,WORT14i TX �si ttew Addendum to Purchase Agreement,Quote SQ7466.3 Page 4 of 4 Anritsu envision:ensure CustomerCustomer Contact Quote Number: SQ7466.3 CITY OF FT WORTH Chris Dusseau Quote Effective From: 1/31/2018 ELECTRONICS DIV 1515 11TH AVE Phone: 817-392-6045 Quote Valid Through: 7/1/2018 FT.WORTH,TX 76102 E-Mail: chris.dusseau@fortworthtexas.gov Date Prepared: 1/31/2018 UNITED STATES - -- -- Payment Terms: NET 30 DAYS Anritsu Quote&Order Assistance Anritsu Field Sales Contact (upon approved credit) LeAnn Doyle ENTEST Phone: 1-800-ANRITSU (267-4878) Sales Rep: Ken Harris Currency USD To Place an Order,Please Send PO to; Phone: 214-681-4358 Anritsu Company E-Mail: kharrls@entest.net Freight: SHIPPING POINT 490 Jarvis Drive Morgan Hill,CA 95037 Anritsu Sales: Jonathan Leonard Order will ship UPS BLUE on 9 unless otherwise specified on Phone: 1 571 214 0588 Purchase Order E-Mail: jonathan.leonard@anritsu.com Fax: 408-201-1855 E-Mail: acus.orders@anritsu.com Customer Reference Please Reference Quote: SQ7466.3 Important Information: Discounted demonstration equipment is available for select models.This equipment is backed by the product's standard new equipment warranty. For availability and pricing.Please contact the Anritsu Customer Support Center at 1-18001-ANRITSU 1267-48781. All of our products include complimentary Technical Support available at 1-800-ANRITSU(267-4878),7:30am-6:00pm Central Standard Time Monday through Friday excluding U.S. Public Holidays. All prices shown are Anritsu List Price before tax.Prices exclude any sales,value added or similar tax.To claim exemption from sales tax you must provide a valid Tax Exemption Certificate,referencing Anritsu Company as the vendor,together with your Purchase Order. These commodities are subject to U.S.Department of Commerce Export Regulations.Diversion contrary to U.S.Law prohibited.This quotation is valid for end use in the U.S.only.All quotations are subject to end-use/user verification and approval. This quotation is for solicitation purposes only and does not constitute an offer. Preservation,packaging and packing in accordance with manufacturer's standard commercial practice,unless otherwise stated. 1/31/2018 Page 1 of 9 envision :ensure ensure nritsu !mm =Quote SQ7466.3 Comments Items quoted with sales discount. `"Note: The lead time on these items is currently not available from the factory.The delivery time for these items will be included in your Sales Order Acknowledgement. Line Qty Product Product DescriptionStandard Delivery List Price Net Disc% Net Price Extended Price Time(wks) 1.00 1 S412E LMR MASTER,500 KHZ-160D MHZ LAND MOBILE RADIO 2-4 ARO 13,950.00 5.00% 13,252.50 13,252.50 MODULATION ANALYZER AND SIGNAL GENERATOR,VECTOR NETWORK ANALYZER,SPECTRUM ANALYZER. SUPPLIED WITH 3YEAR WARRANTY COVERAGE 1.01 1 S412E-0010 OPTION 10,HIGH VOLTAGE VARIABLE BIAS TEE 2-4 ARO 650.00 5.00% 617.50 617.50 1.02 1 S412E-0019 OPTION 19,HIGH ACCURACY POWER METER(REQUIRES USB 2-4 ARO 570.00 5.00% 541.50 541.50 POWER SENSOR,SOLD SEPARATELY) 1.03 1 S412E-0025 OPTION 25,INTERFERENCE ANALYZER(OPTION 31 IS 2-4 ARO 1,805.00 5.00% 1,714.75 1,714.75 RECOMMENDED) 1.04 1 S412E-0027 OPTION 27,CHANNEL SCANNER 2-4ARO 1,855.00 5.00°% 1,762.25 1,762,25 1.05 1 S412E-0031 OPTION 31,GPS RECEIVER(REQUIRES GPS ANTENNA,SOLD 2-4 ARO 465.00 5.00°% 441.75 441.75 SEPARATELY) 1.06 1 S412E-0431 OPTION 431,COVERAGE MAPPING(REQUIRES OPTION 31) 2-4 ARO 2,500.00 5.00% 2,375.00 2,375.00 1.07 1 S412E-0509 OPTION 509,AM/FM/PM ANALYZER WITH COVERAGE 2-4 ARO 650.00 5.00% 617.50 617.50 MAPPING(OPTIONS 31 AND 431 AREREQUIRED FOR UTILIZATION OF COVERAGE MAPPING FEATURE) 1.08 1 S412E-0521 OPTION 521,P25 AND P25 PHASE 2 ANALYZER 2-4 ARO 4,400.00 5.00% 4,180.00 4,180.00 1.09 1 S412E-0522 OPTION 522 P25$P25 PHASE 2 COVERAGE(REQUIRES 2-4 ARO 1,875.00 5.00% 1,781.25 1,78125 OPTIONS 31 AND 521) 1131/2018 Page 2 of 9 Anritsuenvision:ensure Quote Number S07466.3 Line Qty Product Product Description Standard Delivery List Price Net Disc% Net Price Extended Pricece Time(wks) 1.10 1 S412E-0591 OPTION 591,DMR ANALYZER 2-4 ARO 4,400.00 5.00% 4,180.00 4,180.00 1.11 1 S412E-0592 OPTION 592,DMR TALK-OUT COVERAGE(REQUIRES 2-4 ARO 1,875.00 5.00°% 1,781.25 1,781.25 OPTIONS 31 AND 591) 1.12 1 S412E-0006 OPTION 6, 6 GHZ COVERAGE ON SPECTRUM ANALYZER 2-4 ARO 4,000.00 5.00% 3,800.00 3,800.00 1.13 1 2000-1528-R MAGNET MOUNT GPS ANTENNA(ACTIVE 3-5V)WITH SMA Available 75.00 5.00% 71.25 71.25 CONNECTOR AND 4.6 M(15 FT)EXTENSION CABLE (REQUIRED FOR UNITS WITH OPTION 31). SUPPLIED WITH 1 YEAR WARRANTY COVERAGE 1.14 1 SM/PL-1 PRECISION N(M)LOAD,6.0 GHZ,42DB. SUPPLIED WITH 1 2-4 ARO 325.00 5.00% 308.75 308.75 YEAR WARRANTY COVERAGE 1.15 2 15RNFN50-1.5-R TEST PORT EXTENSION CABLE,ARMORED,WITH 3-5 ARO 640.00 5.00% 608.00 1,216.00 REINFORCED GRIP,1.5 METERS,N(M)-N(F),6 GHZ,50 OHMS. SUPPLIED WITH 1 YEAR WARRANTY COVERAGE. 1.16 1 34NN50A PRECISION ADAPTER,DC TO 18 GHZ,N(M)-N(M),50 OHMS. 2-4ARO 361.00 5.00% 342.95 342.95 SUPPLIED WITH 1 YEARWARRANTY COVERAGE. 1.17 1 42N50A-30 ATTENUATOR,30 DB,50 WATT,DC TO 18 GHZ,N(M)-N(F). 2-4ARO 585.00 5.00% 555.75 555.75 SUPPLIED WITH 1 YEAR WARRANTY COVERAGE 1.18 1 760-243-R TRANSIT CASE(RECOMMENDED CASE FOR ALL HANDHELD 2-4 ARO 620.00 5.00% 589.00 589.00 PRODUCTS). SUPPLIED WITH 90 DAY WARRANTY COVERAGE 1.19 1 OSLN50A-8 COAXIAL CALIBRATION KIT,TYPE N(M),DC TO 8 GHZ,50 See Comments 795.00 5.00% 755.25 755.25 OHMS. SUPPLIED WITH 1 YEAR WARRANTY COVERAGE. SubTotal List Price USD 43,036.00 SubTotal Discount USD (2,151.80) SubTotal Extended Price USD 40,884.20 1/31/2018 Page 3 of 9 Anritsuenvision:ensure 6luOteNumberc S07466.3 Line Qty Product Product Descriptiom, Standard Delivery., List Price Net Disc% Net Price Extended price TIM (*i) 2.00 1 MA2700A INTERFERENCEHUNTER HANDHELD DIRECTION FINDING 4-6 ARO 3,315.00 5.00% 3,149.25 3,149.25 SYSTEM(REQUIRES DIRECTIONAL ANTENNA,SOLD SEPARATELY).. SUPPLIED WITH 1 YEAR WARRANTY COVERAGE 2.01 1 2000-1411-R PORTABLE YAGI ANTENNA,824-896 MHZ, N(F),10 DBD. 4-6 ARO 850.00 5.00% 807.50 807.50 SUPPLIED WITH 1 YEAR WARRANTY COVERAGE 2.02 1 2000-1748-R LOG PERIODIC ANTENNA,1-18 GHZ,N(F),6 DBI,TYPICAL. See Comments 7,050.00 5.00% 6,697.50 6,697.50 SUPPLIED WITH 1 YEAR WARRANTY COVERAGE SubTotal List Price USD 11,215.00 SubTotal Discount USD (560.75) SubTotal Extended Price USD 10,654.25 3.00 1 S412E-2006 OPTION 6 RETROFIT,6 GHZ SPECTRUM ANALYZER See Comments 4,100.00 5.00% 3,895.00 3,895.00 COVERAGE The instrument being upgraded must be in working order to be eligible for the upgrades.Quoted price does not include any necessary repairs. Once your order has been placed you will be notified when to send the unit in for the required upgrade/retrofit work to take place.A RMAwill be provided at that time. The hardware removed from the instrument during the upgrade/options(s) installation will be retained by Anritsu Company. The upgrade/option(s)installation will be performed at Anritsu SCO Customer Service in Morgan Hill. 3.01 1 S412E-SCAL FIXED PRICE STANDARD CALIBRATION FOR THE S412E See Comments 932.00 0.00% 932.00 932.00 SubTotal List Price USD 5,032.00 SubTotal Discount USD (205.00) SubTotal Extended Price USD 4,827.00 1/31/2018 Page 4 of 9 AnnotsuC'PiVISI©Ii:�'d1SUCf' Quote Number. ' SQ7466,3 Total List Price: 59,283.00 Total Discount: 2,917.55 Total Extended Price: USD 56,365.45 1131/2018 Page 5 of 9 Anritsuenvision:ensure . . :�S.�07468 3 ANRiTSU EXTENDED SERVICE(ES)PROGRAM DESCRIPTION Our Extended Service(ES)options allow customers to lock in maintenance cost savings at the time of equipment purchase for maximum benefit and to experience the peace of mind associated with buying support beyond the equipment's original warranty.Each option extends the benefits of factory warranties to provide 2,3,or 3 years of service and delivers quality on-site of return to Anritsu Service Center repairs and calibrations. Please call I-M-ANRITSO(287-4878)for more information , If you would like to receive an IS017025 compliant Certificate of Calibration with your new unit,you will need to order Option 98.N you also need calibration data with the Certificate order Option 99 instead of Option 98. On site repair and calibration support options are not available in all states.Please contact your local Sales Engineer to check availability in your area. • Option ES210 Return to Anritsu Repair Only(no calibration) Option ES210 extends the repair portion of the product's factory warranty to 2 years_Your Anritsu Service Center provides all labor and material needed for repair.This option excludes calibration after repair and routine calibratloniverification. • Option ES310 Return to Anritsu Repair Only(no calibration) Option ES310 extends the repair portion of the product's factory warranty to 3 years.Your Anritsu Service Center provides all labor and material needed for repair.This option excludes calibration after repair and routine calibrationhverificatiom • Option ES312 Retum to Anritsu Standard Calibration Option E8312 provides 3 years of return to Anritsu Service Center 2540 calibrations at Factory-recommended intervals,enabling you to maintain equipment in compliance with ANSI/NCSL Z540-1-1994_ Included are the following: • Pre-calibration test data for out of tolerance parameters • a Certificate of Calibration which attests to compliance with ANSI/NCSL 2540-1-1994 and NIST tractability • a calibration sticker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anritsu • Option ES313 Return to Anritsu Repair A Standard Calibration Option ES313 extends the repair portion of the product's factory warranty to 3 years and provides 3 years of return to Anritsu Service Center 2540 standard calibrations at factory-recommended intervals.Your Anritsu Service Center provides all labor and material needed for repair. Included are the following: • Pre-calibration test data for out of tolerance parameters • a Certificate of Calibration which attests to compliance with ANSIINCSL 2540.1-1994 and NIST traceability • a calibration sticker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anrltsu 1/31/2018 Page 6 of 9 Anritsuenvision:ensure Quote Number: SQ7466.3 • Option ES315 Return to AnrNsu Premium Calibration Option ES315 provides 3 years of return to Anritsu Service Center Z540 calibrations at factory-recommended Intervals, Included are the following: Pre-calibration test data for out of tolerance parameters • a Certificate of Calibration which attests to compliance with ANSVNCSL Z540.1-1994 and NIST traceability • a calibration sticker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anrksu • Option ES316 Return to Arrritsu Repair 6 Premium Calibration Option ES316 extends the repair portion of the product's factory warranty to 3 years and provides 3 years of return to Andtsu Service Center Z540 premium calibrations at factory-recommended intervals.Your Anritsu Service Center provides all labor and material needed for repair, lncluded are the following: • a Certificate of Calibration which attests to compliance with ANSVNCSL Z540-1-1994 and NIST • a full set of before and after adjustment test data • a calibration slicker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anritsu • Option ESS10 Return to Anrftsu Repair Only(no calibration) Option ES510 extends the repair portion of the product's factory warranty to 5 years.Your Anritsu Service Center provides all labor and material needed for repair.This option excludes calibration after repair and routine caliration/veriftcatien, • Opti Anritsuenvisimensure Quote Number: $07466.3 • Option ES513 Return to Anritsu Repair d Standard Calibration Option ES513 extends the repair portion of the product's factory warranty to 5 years and provides 5 years of return to Anritsu Service Center Z540 standard calibrations at factory-recommended intervais.Your Anritsu Service Center provides all labor and material needed for repair. Included are the following: • Pre-calibration test data for out of toierarwe parameters • a Cartificate of Calibration which attests to compliance with ANSUNCSL 2540.1-1994 and NIST traceability • a calibration slicker indicating the date of calibration and the recommended recatibnation date • a free calibration after any repair performed by Andisu • Option ES3i5 Return to Anritsu Pramfum Calibration Option ESS t5 provides 5 years of return to Anritsu Service Center 7540 calibrations at factory-recommended intervals. Included are the following: • a Certificate of Calibration which attests to compliance with ANSVNCSL Z540.1-1994 and NIST traceability • a full set of before and after adjustment test data • a calibration sticker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anritsu • Option ES516 Ratum to Anritsu Repair b Premium Calibration Option ES516 extends the repair portion of the product's factory warranty to 5 years and provides 5 years of return to Anrftu Service Center Z540 premium calibrations at factory-recommended intervals.Your Annisu Service Center provides all labor and material needed for repair. Included are the following: • a Certificate of Callbration which attests to compliance with ANSVNCSL Z540-1-1994 and NIST traceability • a full set of before and after adjustment test data • a calibration sticker indicating the date of calibration and the recommended recalibration date • a free calibration after any repair performed by Anritsu 1/31/2018 Page 8 of 9 TERMS AND CONDITIONS OF SALE Quote Number; S07466.3 1. Order of Precedence a. All orders are subject to written approval and acceptance by Anrltsu Company rAnriFsu)at its home office in Morgan HNA,California,and are expressly conddioned upon the Terms and Conditions of Sade set forth herein. b. A Byers purchase order which may be set forth on a form purporting to expand,after,or amend these terms and conditions is expressly rejected and does not and will not become a part of any resulting agreement between the Buyer and Anritsu unless expressly accepted in writing by an authorized signatory of Anrltsu. Partial performance on the par of Anritsu and/or Buyer shall conclusively establish an agreement based only on the tems and conditions herein set forth- 2- Prices Unless otherwise stated,all prices are exclusive of insurance and all taxes including state and local use,sales,property(ad valorem)and similar taxes. When applicable,such taxes will appear as separate line items on our invoices. 3. Payment and Security Terms a. Should Buyer become delinquent in the payment of any sum due Anritsu,after ten(10)days from the date of written notic a to Byer,Anntsu shall not be obligated to continue performance under arty agreement with Byer. b. Buyer hereby grants and Anritsu reserves a purchase money secutiy interest in each product purchased hereunder,and in any proceeds thereof,for the amount of its purchase price. Upon request by Anritsu,Buyer shall sign any document required to perfect such security interest. Payment in full of the purchase price of"product purchased hereunder shall release the security interest on that product. 4. Derive We will make every reasonable effort to meet any estimated delivery date set forth on our quotation and confirmed in our acknowledgement to your order. However,Anritsu is riot liable for any loss (consequential or otherwise)due to delay in performance or shipment hereunder because of any unforeseen circumstances or causes beyond our control. 5. Warramv a. All Anritsu Products come with a standard warranty against defects in materials and workmanship.Anritsds obligation covers repairing,or at our option,replacing products which prove to be defective during the warranty period.For specific warranty information please visit www.anritw.com.AA products shall be returned with transport charges prepaid to Anritsu.Anritsu's obligation is limited to its original direct customer,or its distributors original direct end use customer only;the warranty is not transferrable.Anritsu shall have no responsibility under this warranty concerning apparent defects,which have been caused by misuse,improper application or installation,neglect,unauthorized repair or negligence in use. Software licenses and support agreements are also non trarsfenable. b. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTEE,WHETHER WRITTEN OR ORAL,IS EXPRESSED OR IMPLIED. ANRITSU SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Limitation of remedies and Liabilities THE REMEDIES PROVIDED HEREIN ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES,IN NO EVENT SHALL ANRITSU BE LIABLE FOR DIRECT,INDIRECT,SPECIAL,INCIDENTIAL,OF CONSEOUENIIL DAMAGES(INCLUDING LOSS OF PROFITS)WHETHER BASED ON CONTRACT,TORT OR ANY OTHER LEGAL.THEORY. 7. Miscellaneous a. Cancellatons Q) Orders for Non-Standard.Custom,or Build to oder products may not be cancelled,or the Products returned by buyer. Anritsu will notify Byer at the time of placement of the order that the order may not be cancelled,tar 9e Product returned absent material defect. () Software License and Support Agreements are may be cancelled upon sixty(60)days advance written notice. Payments previously made are not refundable. (mi) Orders for Standard,Catalog Products,Commercial Off the Shelf(COTS)Products may be cancelled up to thirty(30)days prior to the scheduled shipping date with no fees or penalties. If Byer requests cancellation within thirty(30)days of the scheduled shipping date,Anritsu reserves the right to charge a twenty five percent(25%)cancellation and re-stocking fee- b. Shiomerrt Resctnedrdma. Buyer may reschedule shipment dates for Standard,Catalog Product,and COTS Products at no fee,for out to ninety(90)days,upon giving Anritsu not less than ten(10) days advance,written notice. C. Returns. Byer may return a Product via a Return Materials Authorization('RMAJ within thirty(3D)days of the date of invoice. Following evaluation and approval by Anritsu,a standard re-stocking fee of twenty five percent(25%)of the order value will be assessed.All returned Products must be in new and unused condition. d. Notices. Any required notices shall be given in writing at the address of each party set forth on the reverse side hereof,or at such other address as either party may substitute by written notice to the other party, e. Temtination.Anritsu reserves the right,as well as any other remedy,to terminate this agreement or to suspend further deliveries under this agreement in the evert Byer does not comply with the terms of payment. f. Waiver.Any waiver on the part of Ann 1 su of any term and/or condition contained herein shall be a waiver as to such term or condition wily and shall not be construed to be a waiver of any other provisions hereunder. g. Interest and Attorney's Fees. Should Annitsu be required to utilize the services of an attorney or resort to any legal proceedings to collect arty amount due form Byer,then Byer shall be liable,in addition to interest at the maximum legal rale form the date such amount is due,for reasonable attorney's fees and/or court costs. h. Export. Buyer shall not export or re-export technical data of any goods or products supplied by Anritsu dieety or through others;to the proscribed countries,or foreign nationals of those countries andlor denied parties,listed in Section 746,764 and associated or successor sections of the U.S.Export Administration Regulations unless property authorized by the U.S.goverment. L Choice of Lair. This agreement,and the rights of the parties hereunder,shall be interpreted and determined by the laws of the State of California,and all disputes shall be subjected to the jurisdiction of the courts with in the State of California. Rev.03-15 1/31/2018 Page 9 of 9 Anritsu Company Addendum and Quote SQ7466.3 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Steve Streiffert Assistant Director,IT Solutions Department